The Cross-dimensional Adventures of Ben 10: Hero meets Ninja Turtles
by Man of cartoons
Summary: After his adventures with the Teen Titans, Ben (again) is needed in another universe. Meanwhile, Leo searches for his captured brothers alone...that should be easy. Except his in one of the Shredder's high strong fortress with little chances of winning. With the Shredder and his goons after him, he will need a hero's help. THE BEN 10 CROSSOVER WITH TEEN TITANS IS STILL IN PROGRESS
1. Chapter 1

Me: Hello and welcome to surprised next crossover of the series, The Cross-Dimensional Adventures of Ben 10. Originally, I wasn't planning on this crossover, but then a reviewer asked if TMNT 2012 will be the next crossover. But I said no to that and let my plan for the series to continue. That is until I thought of this story and decided to do my first two-shot(I have no idea what it means). Before you read this story please note that this is my first TMNT 2012 crossover, so some characters might be out of character. There might also be some spoilers from TMNT 2012 season, cause I added a few references from future episodes. And before you read, don't think the crossover with the teen titans is done. I'm still working on it and it will only be finished if I've listed it as finished. And lastly, for those who haven't read the previous crossover, this is a thirteen year old Ben that has the recalibrated Omnitrix. If you want to know more then read the previous crossover. Well now that's said, On to the chapter!

Chapter 1: Hero meets Ninja Turtles

Distance away from the city of New York, on a remote island and raining heavily, stood a castle. The sea rustled and bustled against the island shores as the wrath of the weather was furious. Rain poured down heavily, forcing the sea to rustle in rage. It was a good thing the castle stood strong, thus the force of the wind did no effect. At the almost top of the castle was a word of ownerships, pride and strong. The word was 'The Shredder'.

Within the castle, the halls and passageway were filled with strange look alike ninjas. The security was tight like they knew something was going to happen. However, in a hall, a few ninjas walked away unaware of a fast blur jumping to the ceiling and back to the ground. The figure was silent and ran down the corridor while being careful not to alert any ninjas.

The figure reached an open window, looking around frequently in a hurry.

'Where can there be keeping them?' the figure thought out, as it took the time to stroll down.

Just then, the mystery figure stopped as he heard familiar footstep behind. His senses were correct and he quickly spun around, dogding a few daggers. The figure acted quickly to bring out his sword and glared the owner of the daggers.

"Karai!" The figure yelled.

"Leonardo." The woman standing before him smirked, "We were expecting you'll be here."

"Where are my brothers!?" Leo demanded, his hands gripped tightly at his dual swords.

Theme song

Insert Teenage Mutant Ninja Turtles 2012c Theme song here

Theme song

Karai grin at the demand. To Leo's surprise she chuckled with an untrusting laugh, "You have a lot of guts demanding from me. Remember back when I asked for your trust. I trusted you to help me fight the Kraang, but you didn't trust me enough?"

Katanas in hands, Leo swung them to a better fighting position, "I'm sorry for that, but I won't let you or your father hurt my brothers." Immediately, Leo dashed at Karai and swung both his katanas at her. However, Karai was swift as she dodged the attacks and brought out a dagger. Again, as Leo sent his katana at Karai, she swiftly ran under his attacking sword, easily dodging the blade and got behind him. No sooner, she spun around just to fire the daggers she had prepared.

But Leo was alert as he turned behind him. He saw the daggers coming and swung his katanas against the upcoming attack. Then he dashed at her, striking his katanas at her. Karai back flip from the upcoming katannas blades. She continued to back flip from the upcoming katana attacks, before coming to a stop, a few distance from Leo.

Karai stood with a smug look on her face before running off. Leo was shocked at the sudden retreat, but pushed it behind him and followed her. The chase continued as Karai ran passed a few Foot ninjas. The guiding Foot clan saw Leo coming and brought out their swords. But rather than fighting them, Leo swiftly jumped on one of the foot ninjas faces and launched himself into the air. He did a flip in the air before landing erfectly on the ground behind the foot soldiers. Then with a sprint he continued to chase Karai.

Karai in sight, Leo dashed faster. The space between him and her was beginning to close. He could feel himself getting close. As he drew closer, the two entered a large hall. Then the most suspicious thing happened. Karai stopped at the middle of the hall and turned back at Leo with a smirk of her face.

"Smoke bomb!" Karai shouted and threw down three pink balls. The balls created a pink smoke that covered Karai's entire body. It soon cleared away to reveal Karai gone.

"Karai!" Leo growled. Very mad, Leo glared around him, "Where are they?!"

"Why look for her while I'm here." A dark sinister and evil voice spoke.

Leo could feel himself slightly tensed as he heard the voice. He knew who spoke and quickly to the direction with his katanas in his hands. Standing a few feet from him was none other than The Shredder himself.

"Shredder!" Leo snarled.

"Welcome to your death." The villain said.

Immediately, Shredder charged at him, his gauntlet blades sharp and ready. Leo watched as the villain quickly charged him and swung his katanas against the upcoming blades. For a few seconds, the two tried to overpower each other, with the shredder winning. Leo grew more strained as Shredder continued pushing his blades against him to his face. Then with all his strength, Leo pushed Shredder's blades back, causing the villain to stumble backwards.

Just as he stood, Leo noticed a shift in the air which made him suspicious. Quickly, he spun behind just as an upcoming dagger headed straight for him. He quickly swung his katana against it and narrowed his eyes at a wall. The wall slide opens like a door and Karai walked out.

"Did you miss me?" She smirked.

The only response from Leo was an angry forced groan at her. For a while, Karai and Shredder got into fighting stances as they got ready to fight Leo. This also became a problem for Leo as he stood at the middle between the two. A side of his body was turned to Karai as he had a katana at his right, then a left at Shredder. His eyes kept moving from one opponent to the other, watching who would make the first move.

Karai was the first as she swiftly threw a dagger straight at Leo's head. But Leo caught the sight of the dagger and swung his sword against it. However, this was a distraction as the Shredder charged at him and sent his right gauntlet blades straight at Leo. Leo saw him coming and swung his katanas against Shredder's blades, causing his weapons to clash with the enemy's weapon. But then, Shredder forcedly kicked him, forcing him to stumble back.

As Leo stumbled back, Karai shot another dagger at him. But the turtle swung his blade at the weapon again. To get the upper hand, Leo leaped backwards to get a better view of his two foes. Leo now got a better view of the two villains as they stood by each other. The two nodded at each other, having the same thought in mind and turned towards Leo. They stood got into their fighting stances and charged at Leo. Leo got ready as the two approached him and fought back as much as he could.

The fight became a battle as Leo fought both powerful foes. The duo was strong, but Leo knew to fight back. However, there were times Shredder got the upper hand due to better fighting experience and sometimes Karai due to her swift attacks. Despite the two combined strengths, Leo was a good defense fighter, using it to his advantage against their harsh attacks. But eventually Leo could feel himself weakening due to exhaustion. His offence began to weaken, forcing him to defend himself as minutes became almost an hour.

Karai could see the ninja turtle weakening and used that as her opportunity. Instantly, she stopped her advances at Leo, allowing her father to Leo. She brought out a metal star that had circuit lines on it and held it firmly. Then with a last glance at the star, she looked back at Leo who was defending off against Shredder.

"Heads up!" She shouted and threw it straight at Leo.

Leo and Shredder immediately stopped what they were doing. Likely the Shredder knew what was coming and jumped out of the way of the flying metal star With Shredder out the way, the star attach it's to Leo's front shell and sent a painful electric shock to his entire body. Due to the painful shock, Leo screamed out in pain, his katannas dropping off his hands. The electric shock soon ceased allowing a weakened Leo to drop to the ground.

Leo lay on the ground, too weak to get up. He could feel pain racing through his body, but tried to get over it. The sounds of footsteps could be heard and he looked up to see the Shredder. The Shredder kicked Leo to his back and glared down at Leo.

"So this is how it ends." Shredder chuckled evilly, "I always imagined myself standing triumphantly on a pile of you filthy turtles. But I guess this is good enough. When I kill you and those other turtles, no one shall dare interfere with my plans again. Then I kill that you're sensei and finally have peace." At this point Leo tried to get up, but the Shredder placed his foot down on his shell and pushed him down as he continued, "And the best part is no one is here to save you."

"That's what you think." A young male voice echoed the room.

The voice came as a surprise as the three were the only once in the room. Confused by the voice, The Shredder and Karai looked around the room for where the voice came from. Then suddenly a bright flash of light appeared at a corner of the hall, creating a blinding light. The light was so bright that the Shredder and Karai had to use their eyes to shield their eyes. The light formed into a portal to reveal a human figure walking out. The figure fully came out of the portal and the portal instantly disappeared. With the blinding light gone, both Shredder and Karai looked before them to see a thirteen year old boy with brown hair, green eyes and dressed in a white black striped shirt and brown cargo pants.

"Did someone call for some back up?" The brown haired boy smirked, his hands crossed over his chest.

Looking at the boy, both Shredder and Karai began to laugh in humor. Clearly, the boy didn't seem like a threat and didn't have much to show for himself. Just remembering what the boy said made the villains to continue laughing. Eventually, Karai and Shredder stopped and took a serious look at the boy.

"So this is your backup?" The Shredder said, pointing to the boy.

"I wasn't done talking." The brown haired boy interrupted. His left hand came upon a strange green watch on his wrist and a hologram pop up to reveal a strange hologram, "As I was saying. How about some Feed backup." Immediately, the boy slammed the top and was engulfed in a bright green light. Again, Karai shielded her eyes with her hand, but her father did not. Instead he stared at the blinding light with a serious look.

As soon as the light completely died, Karai gasped and Shredder's eyes became wide eyed at what stood before them. No longer was a brown haired teenage boy, but a creature with a black and white scheme that has one green eye in the middle of its head, two antennas and two hands and a tail with plugs on their tips.

"Feedback!" The creature bellowed.

The creature known as Feedback smirked at the two as his fist surge electricity, "Oh Yeah! It's hero time!"

Suddenly, Feedback fired a powerful electric blast at Shredder, knocking the armored villain to a wall. The former tension immediately disappeared as Karai glance at her unconscious father and then glared angrily at Feedback. Angrily, she brought out a two daggers at each hand and threw them straight at Feedback. The alien saw the dagger coming and fired a blast of electricity at the daggers, destroying them to pieces.

Karai no longer stood as she charged at him. She threw a punch and then a roundhouse kick, but each were dodged. Feedback had his smirk on his face as he dodged jumped out of the way of another skilful kick. He admitted the girl was very good, but not good enough. Then as she dashed at him again, Feedback leapt over her, doing a flip airborne. He landed behind her and turned back to let out a snicker. Karai turned behind her and threw a direct punch at Feedback. But the alien grabbed her fist and sent her firm kick to her stomach. She grunted in pain from the kick and stumble back while holding her stomach.

Before Karai had the chance to fight back, Feedback dashed at her and held her shoulders. His plug like finger tips attach firmly on her as his hands generated electric, sending it straight at his finger tips. It wasn't long before Karai screamed as the electricity raced through her body. The pain was unbearable that she couldn't think of a way out. She soon felt the shock leave her and unconscious took over. The last thing she saw was Feedback's feet as she fell unconscious.

"Karai!" A voice gasped.

Feedback turned behind him to the source of the voice and saw Leo. The ninja turtle had a worried look on his face as he got back to his feet. It was like all pain from before was forgotten. Feedback stood confused and only watched as Leo ran to Karai. He immediately got down on his kneeling position and positioned Karai to rest on his knees. Worriedly, he searched her pulse and sighed out in relief as he felt a response.

"Did I do something wrong?" Feedback asked, staring at him.

Again, Leo sighed, but not because of relief. Knowing that the alien came to help him would want some answers. He carefully dropped Karai back to the ground and turned to say something to him. But then he saw something that immediately caught his attention.

"Behind you!" Leo shouted urgently.

Feedback quickly turned behind and moved backwards to avoid a blade to his chest. He then took a few steps backwards and got a full view of Shredder getting attacking him again. The Shredder charged at him, throwing a series of advanced punches and kicks. Feedback was able to dodge some his attacks thanks to his flexibility. However, The shredder was a good fighter as he was able to strike a blade to Feedback's wrist.

The alien hissed in pain and gripped wounded his arm. But then the shredder sent a double kick to his chest, knocking the Feedback to a wall. The alien fell unconscious as he slide to the ground. Moments later, Shredder walked to the unconscious alien, examining his appearance. He bent down to take a better look including coming close to his face.

Suddenly, Feedback's eye snap open as a smirk appeared on his face, "Peeka Bo!" He shouted and sent a strong kick to Shredder's metal chest, forcing him to fall to his back. The shredder was never known for given up as he instantly got back to his feet. He stood and watched as Feedback got back to his feet and cracked his knuckles.

"Who do you think you are attacking The Shredder?!" Shredder shouted out of anger.

Feedback snickered, "First off what stupid name is that? Two, I'm Ben Tennyson and Three, don't you have some office papers to shred."

The shredder instantly grew angry at the remark. Before he was intrigue at the alien, but now wanted to rip him apart. Immediately, he charged at Feedback, his gauntlet blades sharp as ever. Feedback smirked and charged at him, his hands charging electricity. The distance between the two closed as the two fast approached each other.

Then the Shredder sent both blades at Feedback. But as they came, Feedback flexibly dodged each blade before throwing a punch at Shredder. However, he moved his body slightly aside and sent a powerful round kick to Feedback stomach. The force of the kick sent Feedback a few feet away, but not to the ground.

"Dude, is that all you got?" Feedback taunted, not showing any sign of pain.

Angrily, The Shredder let out a battle cry and charged at Feedback. His hands clutched to a fist, his gauntlet blades spikes grew larger and the anger on his face snarled at Feedback. He threw blades straight at Feedback with a powerful thrust. But Feedback took a few steps backwards to avoid the attack. The Shredder kept sending more attacking, even powerful moves.

However, Feedback was able to dodge them all. His enhanced agility and flexibility gave him the necessary skills to avoid them. While the Shredder was good at his skills, that could even knock Leo and his brothers unconscious, Feedback was waiting. He had been trained for this and of course when Shredder sent stronger hits he avoided them.

Then the moment was right. The Shredder stopped as he glared harshly at Feedback while heavily panting. Feedback grew a mischievous smile on his face and dashed at him. Despite his exhaustion, the Shredder sent a fist at Feedback. But rather than avoiding it, Feedback grabbed it firmly and then swiftly held his other shoulder with his other hand. Immediately, he sent a powerful electric shock through his hands and straight at Shredder. He villain cried out in pain as the shock spread to his entire body. Every single part of him was hurting that he found it hard to escape Feedback's grasp. But then the shock began to cease and he felt his body weaken before falling to the ground unconscious.

"Oh yeah! Who's the baddest butt kicker?" Feedback smirked as he stood proudly.

"Wow." a voice said.

Feedback turned behind him to see Leo with wide eyed look, "No worries, he's still alive." Feedback assured him. However, Leo was not convinced. To prove his point, Leo swiftly grabbed his katanas and got into a fighting position. Judging by how the turtle acted, Feedback understood and raised his hands above him as a sign of peace, "No need to do that. I'm with you." He clutched his right hand to a fist and directly hit the symbol on his chest He was then engulfed in a green flash of light before it died down to reveal the same brown haired boy from before, "See. I'm just a normal harmless dude."

Leo stared at the boy in disbelief. Even if he was harmless there could still be something bad about him. Leo will admit that now that the boy was in his normal form(or what he thinks is his normal form) he looked harmless and vulnerable. But since he had fallen into things similar like this, Leo knew to be cautious and careful.

The boy had put his hands down at this point. He seems unsure of Leo, but didn't do or say anything. Instead he waited for a response and alert in case he had fallen into a trap. Leo looked all around the boy from where he stood. Indeed the boy looked normal, but what he did was incredible. He glance towards his left wrist and saw what he knew turned the boy into alien earlier. On the boy's wrist was a green watch which made Leo to think more skeptical

"What's your name?" Leo asked, sounding more as a demand.

"Benjamin Tennyson. But you can call me Ben." The boy answered.

"How and why are you here?"

The boy known as Ben walked forward towards Leo. But didn't get much as Leo shifted his left katana to Ben's direction. Ben sighed, understanding that the turtle didn't trust him so he answered right away, "Look I'm not a threat to you. I was sent here by a time traveling guy called Professor Paradox. In another dimension he told me that a ninja would need my help. I wasn't sure about what he meant, but when I came here and saw you on the ground defeat I guessed it was you."

"Time traveler huh?" Leo said, dropping his skeptical look, "I've heard a lot of stories and that sounds really weird." Having gotten his answer, though he didn't believe much, Leo made his decision. He put his katanas back in their place and turned away from the boy, "Thanks for the help. But I can handle saving my brothers."

Suddenly an alarm went off as the room blubs became flashed red. Before Leo could make it to the door, Foot soldiers filled the room by jumping down from the ceiling and coming out of secret entrances. As the Foot Soldiers, flooded the hall, Leo took a few steps backwards while keeping himself on the offence. He stopped at his steps as he came in contact with Ben's back.

"Now you trust me?" Ben asked, running to Leo's side.

Leo glared at the Foot soldiers and brought out his weapon, "Yeah. Just help me out of this and I'll be sure to trust you."

The two stood back to shell, mostly cause human and turtle's backs aren't alike. They glared sharply at the numerous Foot soldiers. For a moment, no one, not even the foot soldiers moved, but then that changed. Swiftly, the foot soldiers brought out their weapons and then charged at the duo. But then a flash of green light occurred causing them to stop at their tracks. The light soon ceased and standing in Ben's place was a humanoid plant like alien that had an overall green and black body colored body mostly with a flame patterned head and root-like feet seemingly holding rocks.

"Swampfire!" Ben bellowed.

The moment of pause was over and the foot soldiers continued their tracks. Leo brought out his katanas, ready for an offence and Swampfire flames radiated flames, ready for a fight. When the space between them and the foot soldiers was about to close, the duo attacked. They began beating as many Foot soldiers that came their way. Swampfire threw and shot a lot of fire balls and blasts at them and Leo fought mostly with his ninjitsu skills.

Eventually, the battle was getting too much. More Foot soldieries were rushing into the room, replacing their fallen comrades. Even with their combined powers, Leo and Ben knew that they couldn't fight forever. But then Leo caught a glimpse of an open door. He fought off a few Foot soldiers before motioning Ben to follow and ran to the door. Swampfire ran right behind him, shooting down a few Foot Soldiers as he followed Leo. However, even when their passed through the door, the foot soldiers followed them.

"Their gaining at us." Leo said urgently as he led the way.

"Not for long." Ben smirked. He stopped running and turned back at the hundred Foot soldiers running towards him. Confused, Leo stopped and looked back at the alien as he faced the aliens.

"What are you doing?" He asked.

"This." Ben replied and brought out some seeds. Before the Foot soldiers could proceed forward, he threw the seed forward to the ground. Then the seeds sprouted and grew large that it blocked the entire entrance in a matter of seconds.

Leo stared at Swampfire's work, wide eyed at what just happened. But then he literally shook it off, having seen weirder things before, "C'mon we're stalling time." He called out to Ben before running off. Ben complied, his body again engulfed by a green flash as he changed back to normal. He soon met up with Leo and the two ran off.

The two made their way through different halls and passageway. Though it may look like they didn't know where they were going, or that what Ben hoped. He glances by his side where Leo was and saw the turtle had a strange device in Leo's hand. The device was almost like a GPS and a phone combined together.

With Leo leading the way, they came upon a metal door. Strangely, the door wasn't guided and seems mostly abandoned. Leo took another glance at his T-phone before putting it behind. He then motioned Ben to stay still and advanced to the door. The door slide open to reveal a large high tech lab. From the door post, Leo looked around the lab with the skeptic look in search of any guards. Fortunately, there was none, but that made Leo more suspicious.

After a few more search, Leo gestured for Ben to come in. The two walked into the lab and glanced at their surroundings as they walked inner into the lab. All around them, different types of high technology were placed in different places. Chemicals were placed in shelves, large capsule were to different parts of the wall and other things that Ben and Leo didn't know were placed in other places. Though Leo wasn't much into advanced technology, he could see some machines that mostly from the Kraangs.

"I found them!" Ben shouted, pointing at a few objects

Leo followed where his finger indicated and gasped slightly. In large see through capsule, Leo saw his brothers unconscious in each capsules. Immediately, he ran to his captive brothers with every intention to save them. But just a then, two large figures dropped down from the ceiling and landed right before him. The smaller figure sent his claws at Leo, but he leapt backwards to avoid it.

The figure was further identified as DogPound and Baxter Stockman. The two were obviously been expecting them as Stockman was within his giant high tech battle suit and DogPound snarled at Leo.

"You pesky turtle." Dog pound growled, "I'll make sure you regret ever encountering me."

Silently, they glared at each with angry glares. Leo whipped out his katanas, Ben's hand was over the Omnitrix, ready to dial up another alien. No one made any move until…..

"Wait? Why are we just standing here?" Stockman asked, confused.

In reply Dogpund growled before charging at Leo. As he fast approached him, his claws grew long and sharp. But as he sent both claws at Leo, the ninja turtle swung his katanas against them. Then he proceeded with a kick to DogPound's stomach, causing him to fly backwards, but landing on his feet.

"C'mon Humongousaur." Ben grinned, his game face obviously showing. He twisted the dial and a hologram appeared. He twisted the dial some more before coming to a hologram of Humongousaur. Then without a second thought he slammed the watch, causing his entire body to be engulfed in a green light. When the light died down, standing in Ben's place was a nine feet tall alien that resembled an orange and white bipedal tiger with one claw coming out of each wrist and he had no tail.

"Rath?!" The alien shouted, confused. Then he growled in frustration as he glared at DogPound, "LEMME TELL YOU SOMETHING LITTLE PUP, RATH MAY NOT BE HUMONGOUSAUR, BUT RATH IS GONNNA MAKE YOU HUMONGA-SORRY!"

Suddenly, DogPound anger was back, "What did you just say!"

"DOESN'T MATTER, HAIRY PUNCHING BAG CAUSE RATH IS GONNA KICK YOUR SMELLY BUTT!"

At that moment, Dogpound growled out loud in anger and fiercely charged at Rath. Same thing went for Rath as he charged at the raging mutant. As the two charged at each other, they clashed at each other and tackled each other to the ground. The two began wrestling each other on the ground, trying to overpower the other in the process. They rolled on each other, bite and even tried strangling.

Leo watched as Rath and Dogpound were fighting all out on the ground. To him it was silly when he looked out of context. But knowing the two had anger issues, especially Ben for some surprising reason, Leo knew Ben had DogPound. So with that thought, he ran off to save his brothers. But then he heard a winding sound of a machine and acted quickly as he jumped out the way from a blast to his side.

His attention went from his brothers as he got into a fighting stance to face Baxter Stockman. The human within the suit looked down at Leo with an angry glare, "No way am I letting you go." Stockman said.

"Get out of the way or I'll make you, nerd." Leo

"Nerd?!" Stockman yelled angrily, "Ok you've just drawn the line!"

Stockman dashed at Leo and sent his foot down at him. The ninja acted quickly and somersaulted out of the way. He immediately got back on his feet and dashed at Stockman. Just then, Stockman turned to his him with a serious nerdy look on his face. Both his mechanical hands turned into plasma cannons and he turned them to Leo's way.

"Eat plasma!" He shouted.

Immediately, he fired at Leo, multiple plasma blasts. Seeing the blasts coming for him, Leo snicker at it and ran faster at Stockman. He cleverly dodged the blasts as he ran pass a few and leapt out of the way of some. The adrenaline he felt increased promoting him to reach Stockman sooner.

Baxter was too busy at shooting Leo that he was fast to actually hit him. Leo smirked at the poor aiming skills of the villain before he finally drew close. Then with the much speed from the start, he fell to his shell front and slide through between Stockman battle suit. Stockman stopped at what he was doing and bent himself to look through between his feet. He saw Leo at the other side who had a smile on his face as he waved at him.

"Why you little…." Stockman began, but was interrupted. Leo advanced from behind and leapt onto the mechanical back. He then pierce both his katana into the back causing the entire suit to spark. Then with a final thrust into the machine he pulled out and jumped back to the ground. He smirked as Stockman turned to him with a scared look, "How-but…what did you?"

"Seriously Nerdster, you need a girlfriend." Leo replied with a smirk.

"How does that…." Before Baxter could finish the suit exploded. Luckily, from the blast Baxter was sent flying to Leo's feet. His entire body was covered in minor burns and his clothes were almost burnt. He looked weaken to Leo and muttered, "Curse you." Then his head slumped down unconscious.

"Like I haven't heard that before." Leo sighed as he rolled his eyes.

He looked away from the defeated Stockman and looked forward at his captive brothers. Then without a minute to waste, he walked to the capsules to save his brothers. However, that wasn't going to be easily. Leo didn't have to be a rocket sciencetist to figure out that the thing had a lock. The lock was actually a key pad which needed to be accessed by the right passwords.

"Great." Leo groaned as he glanced at the key pad. He looked into the capsule that held Donnie and groaned out of frustration, "And here I needed you for this."

Meanwhile, across the room, Dogpound flew straight against a wall, leaving a large dent on it. His body slide from the wall and to the ground as he graoned.

"C'MON DOGGY! RATH IS JUST WARMING UP!" The alien tiger yelled as he walked causally towards him.

Hearing that, DogPound stood straight back to his feet and charged at the alien. He got close to Rath and threw a powerful punch to his face. However, he missed as Rath swiftly fell to his back and sent both feet to DogPound's stomach. DogPound let out a forced grunt as he was launched into the air. Gravity then took over and he fell down to the ground hard.

Before he could get up, he heard Rath yell out, "RATH SMACK DOWN!" Just as it came, Rath launched himself forward to the air and crashed down on Dogpound's spine. The mutant let out a painful growl as he felt the impact. Rath swiftly got off his back, then turning back to him and grabbed his ankle. Then with most of his strength he lifted DogPound and began spinning him and himself around like a tornado. Then finally he let got, forcing the mutant to crash into a wall.

Finally, Leo found the right codes…well he hoped he did. The codes were the cheapest and perhaps the easiest to think about but he ran out of ideas. He already tried multiple codes but had failed. Carefully, he tapped the codes in thoughts 'one, two, three, four, five." When he pressed the final button, keypad made a beep sound. Leo looked at the capsules with high hopes that it worked. But nothing happened.

Frustrated, he turned back at the capsule, "Work you stop thing!" He shouted and sent a kick to it. The capsule made a ding sound and opened, letting out some mist. Leo coughed due to the mist and waved his hands over to protect his breathing. He noticed the door of the capsule opening and smirked.

The mist finally dropped to fully reveal an unconscious Donnie. But then he yawned like he was in a deep sleep as he stretch his hands, "Wow what time is it?" He asked tiredly as he yawned.

"A long time." Leo said with a satisfied smile. Donnie responded by giving him a puzzled look. But Leo didn't have to answer as he noticed where he was. Soon, he felt memory of everything happening to this point. He could remember beind ambused by the Foot, getting captured and put in deep sleep in the capsules.

Soon, Leo along with Donnie helped releasing the others. Raph came out with the same expression, though he was a bit grumpy. And Mikey didn't want to wake up. That is until Raph gave him a wet willie.

"OW!" Mikey yelped, fully awaked now.

Raph snickered as he looked back at his two brothers, "Yep his awake."

Mikey stepped out of the capsule, giving Raph a glare. But when Raph growled at him he immediately ceased. Just before the turtles could talk anymore, they heard a loud cry for help. For a second they couldn't believe their ears, but still turned to where it came from. Shocked expression came upon their faces as they saw DogPound running away from Rath.

"HEY RATH'S NOT DONE!" Rath shouted as he chased him.

Unfortunately for DogPound, Rath leapt towards him, forcing him to the ground. The next few moments were painful, for DogPound and even the ninja turtles watching. Rath got back to his feet and jumped up to the air to crashed down on DogPound. He then got off him, grabbed his furry back and spin him around before letting him go to hit a wall.

"Um who's the large kitty?" Mikey asked.

"WHAT?!" Rath yelled, by this point dragging DogPound from the tail, "NO ONE CALLS RATH A KITTY, except if you're a little girl. BUT IF YOU'RE NOT THEN DEAD!" In much rage, Rath lifted DogPound from the tail and threw him across the room. The sounds of strangly a gabbage sound and a cat was heard at whatever DogPound hit.

Rath turned to Mikey, an angry look across his face. Mikey gulped in fear as the tiger walked towards him. Due to fear, he couldn't move hit feet to run, feeling himself got numb. The tiger soon stood before him and Mikey couldn't help, but wave shuttered, "Hi."

"WHAT DID YOU CALL RATH?!' Rath yelled, pointing a finger at him.

"W-e-ll yo-u see" Mikey shuttered in fear. The hard breathing coming from Rath didn't help and the glare he gave was frightening. Mikey couldn't find the words to explain.

While this was happening, Loe and his two other brothers watched. Raph was laughing at what was happening, Donnie stood with a scared look and Leo stood, simply watching. As much as a friend Ben was, Leo knew if nothing was done Mikey will get hurt. With a decision, he walked up between Rath, putting himself as a line between Mikey and Rath. Despite the glare he was getting from Rath he still stood bodly at him, "Ok, Ben I think that's enough. Now before you blow up just calm down and change back."

The frequent breathing from Rath increased a few. He stared angrily at him, but then his face expression changed. His frequent breathing stopped as he calmed down and had a stubborn look on his face, "First off don't tell Rath what to do!" Then he looked over Leo's shoulder to Mikey, "And you." he pointed at him, "Don't call Rath a kitty. GOT THAT?!"

"Yeah. Never again." Mikey responded with a squeaky voice.

Rath nodded before clutching his fist and slamming the Omnitrix symbol on his chest. A flash of light engulfed him before dying down to reveal Ben. Just as Ben changed back to normal, Mikey's jaw flew open as he became wide eyed at what happened. Same thing went for Raph and Donnie.

"You're a kid?" Mikey asked, staring surprised at Ben.

"Yeah." Ben smiled, "I think its best I introduce myself."

"Sure." The three turtles replied in unison.

Ben walked to Mikey and brought his hand out, "My name is Benjamin Tennyson, but you can call me Ben."

For a moment, Mikey stood with the same expression as before. But as Ben introduced himself he shook the expression off and gave Ben a goofy smile, "I'm Michelangelo, but Mikey for short." He accepted Ben's hand and they shook.

"I'm Donatello." Donnie introduced himself as he walked to Ben and shook his hand, "But you can call me Donnie. I'm also the team's tech dude."

"In order words he's a geek." Raph said with a proud smirk. He walked to the rest and shook Ben's hand, "I'm Raphael, but call me Raph if you know what's good for you."

"Wait you're nickname is Raph?" Ben snickered, "Just be lucky that I'm not Rath right about now."

"Yeah right, like I'm afraid of him." Raph said boldly.

Ben grew a smirked as he lead his hand to the Omnitrix. His hand made it to the Omnitrix face, but a hand held his left wrist. Confused, Ben looked at whom the hand belonged to and saw Leo with a determined look, "Now isn't the time." Leo told him.

Suddenly, the doors across the lab opened for Foot soldiers to run inside. The ninja soldiers were heading straight at the turtles with their own various weapons. Quickly, Leo got out his Katannas, Ben activated the Omnitrix for a hologram to display and the others stood in fighting stance. Without their weapons, Mikey, Donnie and Raph were going to have a hard time to fight.

Without a word, Ben ran out from the group of turtles and began advancing to the large number of foot soldiers. He could hear Leo and the others calling him back, but ignored as an idea formed. Before he and the foot soldiers got closer, Ben twisted the dial of the Omnitrix and slammed the watch. His entire body was immediately engulfed in a flash of light as transformation took place. When the light died down, Ben was a green turtle like alien with eight holes in his shell. He also had large flipper like arms and stumpy legs.

"Terraspin?!" The alien said surprised. He groaned out of frustration as he glared at the Omnitrix symbol on his chest, "What do you have against Humongousaur." Just then, a foot soldier leaped straight at him, with his sword in the air. But Terraspin saw him coming and threw his large flipper arm at him, sending the ninja flying back. Terraspin then looked forward towards him and saw the ninjas already a few feet from him, "I may not be Humongousaur, but I'm definitely going to blow you all away."

Immediately, he retracts his head into his shell as his fins became triangular and legs combine into a similar shape. Like a giant fan, his body accelerated like the wind and began blowing a powerful wind. The foot ninjas stood no chance against the wind power and were thrown backwards to a wall. Some of them tried to fight back, but Ben increased his wind power that they were thrown off their feet to the wall.

Soon, all foot ninjas were against the wall and slide down to the ground unconscious. With all the foot soldiers down Ben stopped accelerating and stood back in his humanoid form. Behind him, he heard familiar footsteps running to him and turned to see the turtles.

"That was awesome!" Mikey exclaimed with a wide grin, "You're even a mutant turtle. Does that mean we can do the same thing?" His other brothers groaned at what Mikey said. Ben on the other hand chuckled.

"No." Terraspin said, "Most of the forms I have are aliens, the others are a ghost and a magical creature."

Leo then stepped in from there, "Besides we don't have time for chatting. They'll bring back up and I don't want us to be here any longer."

"Let's get our weapons." Raph spoke up.

Finding their weapons was going to be hard. They knew that Shredder would have had them lock up somewhere far from them. Somewhere that would be heavily guarded. Somewhere….

"Hey guys I found them." Mikey shouted to his brothers as he stood at a cupboard. In the cupboard was indeed their weapons kept in fine order.

"That was easy." Leo smiled.

The rest of the turtles made their way to the cupboard. Fortunately, there were no alarms rigged as they each collected their respective weapon. Mikey quickly took his nunchucks and rubbed it passionately to his face, Donnie took his wooden Bo staff and swung it skillfully around and Raph took his sais and smirked.

"Now let's burst out of here." Ben smirked, his hand on the Omnitrix. Immediately, he activated the Omnitrix and a Humongasour icon pop, "Give me Humongousaur." Then he slammed the watch and was engulfed in a flash of green light. The ninja turtles shielded their eyes from the flash as the transformation coursed through Ben's body. When the light died down, standing in Ben's place was a yellow-armored body that looked much like a robot with a similar Greek Corinthian helmet with two ears on it giving it the appearance of an armadillo.

Ben sighed disappointedly and lifted his metal hand to his face, "Really, Omnitrix." He said sarcastically in a hard, deep voice.

In a passageway, everything was quiet. There was no sign of movement and no one seems to be passing. Suddenly, the wall in the passageway exploded to and a large hole took its place. The smoke from the recently destroyed wall ceased to reveal Armodrillo and the turtles. Ben stood in front of the turtles, his hands began to pump like machinery and he ran to another wall and blew it down with one punch. Armodrillo then advanced through the large hole he created, with the turtles following.

With Ben's aid, the four turtles and him, made their own way without trouble. They didn't meet any foot soldier through their way. Right behind Ben, Leo held his T-phone as he directed Ben where to go next. The rest of the turtles followed quietly, keeping up with Ben as he knocked down more walls.

Soon, they came upon a stairway that lead upwards. Leo then walked before them and took a few steps forward. The others followed Leo as he advanced forward to the stairs. They walked up the flit of stairs before coming to a large open balcony. It was also the outside as the rain came down from the skies, though not as furious as before.

"This is the place." Leo informed them as he put away his T-phone away.

"So what do we do until April and Cassey get here, Fearless?" Raph asked.

Leo turned back to his brothers and Ben, "Unfortunately we wait. We're only fifteen minutes earlier than I originally thought."

Suddenly, they all heard loud footsteps coming from the exit they came from. From the sounds of the footsteps it sounded like many were coming with every footstep becoming louder. Quickly, Leo and Donnie ran to the doorway and pulled the door closed. But soon they felt resistance as the door was forcedly being pulled back. But Leo and Donnie tugged back with all their strength.

"They got to be a lot of them." Mikey said.

Both Donnie and Leo glared at Mikey, "You think!"

Just then, a female figure swung off a rope and air kicked Raph to the face. The force of the sudden attack knocked Raph to the ground, a few feet away. It didn't take long for the figure to reveal to be Karai.

"Hello, turtles." She smirked.

Seeing Karai, Ben charged at her and threw a fist at her. However, this time, Karai leapt to his side, avoding the blow. She then threw an explosive disc at Ben's side, causing it to explode and knocked Ben unconsciously to the ground. It wasn't long before Armodrillo changed back to Ben in a flash of green light.

"Ben!" Mikey cried out.

Angrily, he turned to the Karai with angry eyes and charged at her. He let out a usual battle cry as he spins the nunchunks and swung it against Karai. But having heard Mikey, she swiftly dodged by bending backwards to avoid it. Then in a swift move, she sent a kick hard to his shell, knocking him to the ground as well.

"Mikey!" Both Donnie and Leo cried out.

The pushing coming from the other side seems to increased. Leo and Donnie tried as much to prevent the doors from opening. Their bodies were against the door as they tried against the door opening. Every push forced a groan from Leo and Donnie as they tried holding out. Just a few feet away, Karai smirked at the two brother's effort. She knew eventually that the two wouldn't be able to stop the rest of the Foot soldiers from coming.

Quickly, she spun her heard to the air and saw Raph coming at her in an air kick. She acted fast by jumping a few meters backwards, missing the turtle as he landed at where she once stood. The two stared at each other with wide grins on their face. For the next few minutes, Raph and Karai froze at where they stood. The only movement was Raph bringing out his Sais and Karai holding out her sword.

"Oh I've been waiting to do this for a while." Raph smirked, moving his sais around his fingers.

"Same here." Karai smirked.

Immediately, the two charged at each other, and a battle began. They started sending sharp attacks at each other with their weapons hitting the other's weapon. Raphael sent powerful strikes at Karai with his sais, but the girl was quick. She cunningly sent a kick to his shell, causing him to stumble back. She then dashed at him and swung her sword to his head, but Raph blocked it with his sais. The two continued to fight each other and seem to be a match.

Meanwhile, Donnie and Leo kept trying to hold the door back. However, the force from the constant pushing was getting too much for them to hold. Then with a large push the door was forced barged open, pushing the two turtles to the ground. Just a few feet away, Raph turned to his two weaken brothers along with his focus. Karai used that to her advantage by sending a roundhouse kick to his side and then the butt of her sword to his head. Instantly, Raph fell to the ground unconscious on the ground, his Sais falling next to him.

With the door now open, foot soldiers immediately flooded the balcony and filled occupied every corner. Some of the foot soldiers at the door gave way for the Shredder to walk through, his hands behind his back as with a serious look on his face. The shredder made his way to the weakened Leo and looked down on him, "Did you honestly think you abominations would get out of here."

"The only abomination here is you." Leo spat with a hateful glare, getting back to his feet.

However, the Shredder furiously sent a roundhouse kick to his face, causing him to hit the ground, "Shut up! I'm the Shredder and you are a mongul beneath my feet!" He reached down to Leo and looked angrily into his eyes, "What makes you think you'll get out of here."

Suddenly, a bright green flash of light brightened, causing every conscious person to turn to the source. Just as the flash came it left to reveal a twenty foot humanoid dinosaur with hard brown skin and a tail.

"HU-MON-GOU-SAUR!" The alien bellowed. The alien then looked at himself with an excited grin, he smirked, "For real? Yes!" Then with the grin on his face he turned to the Foot Soldiers. His entire body towered over them, making every other person little, "You guys are in some much trouble."

Immediately, he began throwing his hands and feet against the numbers of Foot soldiers. His size and strength gave him much advantage as he beat many of the foot soldiers. Of course, the foot soldiers didn't stand and let Humongousaur beat them. They charged at the giant and began fighting him back. But the giant alien was too strong as he knocked them out to unconsciousness with swift and hard blows.

A few of them leapt into the air, their weapons raised in the air and then struck down on Humongousaur. However, the alien's hard skin broke the sharp points of their weapons, leaving no harm him. However, Humongousaur felt it like and swat them away like flies before turning to the rest. Then with a big stomp with his foot, every ninja standing fell to the ground.

Seconds later, unconscious Foot soldiers laid on the ground. Some were hanging at the edge of the balcony while the others hung at a nearby roof. Humongousaur rapidly panted partially because of exhaustion and mostly cause his toughness. With every Foot soldier down, all that stood were Shredder and Karai. Just then a soft groan interrupted the silence as Mikey, Raph and Donnie woke up from unconsciousness.

Shredder stared at Humongousaur with a deadly glare. His mind had long forgotten Leo as he glared at him. Before another movement could be made, the sound of a helicopter was heard from the distance. Everyone, including the villains turned to the west of them and indeed saw a helicopter coming. The turtles smirked as they saw within the helicopter were their human friends, Cassey piloting and April sitting next to him.

However, Shredder had another thought in mind. Finally, he couldn't hold himself as he saw the helicopter coming, "NO! I SHALL NOT LOSE!" He yelled in anger. Then he reached into his armor and threw a sharp blade straight at the helicopter. The blade perfectly hit the tail rotor of the plane, causing it to burst in flames.

"NO!" The turtles, Karai and Ben gasped horrified. The helicopter spun around uncontrollably as it began plummeting to the ground.

************************************************** ****(LINE BREAK)******************************************** ***************

Me: Muah aha aha ha ha! That has got to be the best cliff hanger I have ever written. But seriously, I'm sorry about it, but I needed somewhere to stop. I've been writing and trying to make this chapter good to read for hours. Originally, this was going to be a one-shot, but I thought it was best to have it in two chapters. Anyway, if any character seems out of character then I apologize for that. It' been a while since I watched the series, so please don't mind. If you're wondering why Ben has Armodrillo and Terraspin then you'll have to check The Cross-Dimensional Adventures of Ben 10: Hero meets Teen Titans. Anyway, the next chapter will be the last. Please review nicely, constructive criticism is welcome, but flames will be ignored and deleted.


	2. Back home

Me: Hello everyone and welcome to another fantastic chapter of The Cross-Dimensional Adventures of Ben 10: Hero meets Ninja Turtles. I like to thank those for reviewing and following this story. It really inspired me to go on and complete this story. And because of the reviews, favourites and follows on this story, I've decided to include some more action. I don't own TMNT 2012 and Ben 10. Now sit back and read the fic.

Chapter 2: Back home

The helicopter spun around uncontrollably as it began descending. At the rotor, the flames were growing causing smoke to increase in the process. As much as Casey and April tried to keep the helicopter in the air, the plane kept descending. Due to gravity they found themselves plummeting faster to the ground.

**THEME SONG**

Insert Teenage mutant ninja turtles 2012 theme song here

**THEME SONG**

The Ninja turtles, Karai and Humongousaur watched in horror as the helicopter began crashing to the ground. None of them knew what to do as it seems futile and mostly because they were frozen in shock to do anything. Ben's hero instinct suddenly kicked in and he ran to the edge of the balcony. Then he jumped off the building, leaving a lot of gasps from his turtle friends.

Leo and his brothers stared at the exact place Ben jumped off. They didn't know if he would survive, but with his huge size it seem futile. And even a person like Mikey would know that Humongousaur size will sent him plummeting faster to the ground. By the time he could get to the falling helicopter it would be too late for the two occupant teens and him.

The Ninja turtles thoughts and fear was shook off as they heard an evil laughter from the Shredder. They turned to the evil villain with angry glares, their eyes turning pure white as they held their weapons.

"Oh how the mighty has fallen." The Shredder laughed again.

Leo let out a frustrated groan in response, "You're going to pay, Shredder!"

Knowing a fight was going to start, Karai brought out her sword to fight. However, her father held his hand as a sign she should stand down. she wasn't surprise of her father's command, knowing he wanted to deal with the turtles himself.

"Come get me, Leonardo." Shredder said, stretching out his hands far from his sides for his blades to sharpen out.

Immediately, Leo charged at him with his Katanas. His brothers also followed, knowing he was going to need their help. Quickly, the Ninja Turtles attacked Shredder with everything they got. Leo used his Katana blades to slash at Shredder, but the villain found dodged them. Then when Donnie swung his Bo staff at him, Shredder swiftly broke it with a kick and then commencing a roundhouse kick to the turtle's face.

Raph cried out in anger as both him and Mikey jumped at the Shredder. But the villain was quick as he leapt backwards to avoid the attack and then charging at the two turtles. Both mutant ninjas got into fighting positions to fight off the Shredder, when suddenly Leo landed in front of the two and swung his katanas to block Shredder's blades.

"Is that all you got Leonardo?" The Shredder mocked him.

Then he leapt backwards before Donnie landed on where he once stood. The four ninja turtles regrouped by standing side by side. Then with a command from Leo, the turtles charged at Shredder with full might. They began sending powerful and skillful moves against the Shredder. However, the Shredder was better trained as he avoids most attacks and sent a few blows at the turtles.

Despite their best efforts, The Shredder was able to encounter much of their moves. Soon, both Raph and Mikey were knocked to the ground unconscious and soon Donnie followed. The only two fighters left were Leo and Shredder. The two fighters gave everything they got at each other. But Leo soon began receiving serious hits from Shredder. He was able to prevent getting injured by the Shredder's blades, however the swift and powerful kicks he got began to weaken him. Before he reacts, the Shredder sent his two fingers to his shell like a blow and he was sent flying backwards like something massive hit him.

Tired and weak, Leo let out a groan as he tried getting back to his feet. But a foot dropped on his chest, forcing him to the ground. He looked up at the one responsible and groaned in anger.

"Good bye, Leonardo." The Shredder said darkly, raising his gauntlet blades to strike the final blow.

But suddenly, a green blast hit him at the chest, sending him flying. The Shredder was able to land on his feet and shocked wide eyed at who stood alive. Standing a few meters from The Shredder was a well built ghostly man with green hair, wearing a green striped white shirt with short sleeve and green pants along with a green cape attack to the shoulder back and an Omnitrix symbol on his chest. Beside, the ghost was Casey and April without a scratch on them.

"Impossible! I thought you were all dead!" The Shredder yelled in anger.

The ghost only smirked in response, "I know. I get that all the time." Then he turned to April and Casey, "Go help out Leo and the others, I got this guy."

"You sure?" April asked.

"Yeah." He nodded.

With that said, both April and Casey ran to the fallen turtles aid. As the two left, Ben and Shredder both faced each other. The anger within the Shredder was fierce as he got ready for another fight with the hero. Ben on the other hand smiled at the villain, causing him to get angrier. Then immediately, the two charged at each other. Shredder swung his blades at Ben, but they passed through him. Before he knew it Ben was gone as a mist.

The Shredder was became alert as he looked around defensively himself, "Come out, boy!" He kept walking backwards; looking his front in case of the Ben might attack. But then he felt a finger tapped him on the shoulder, causing him to act in reflex. He swiftly turned behind him and swung his blades. However, he met nothing but air, "Come out and taste defeat, you coward!"

"That's not how you say please." Ben's ghostly voice taunted in the air.

Shredder was able to trace the location of the voice and turned behind him. As expected, Ben was standing in full view with his proud smirk on his face.

"Miss me."

With much anger, The Shredder charged at him with his left blade ready to strike. Just as he closed the gap between him and his opponent, Ben suddenly split into two, leaving a gap as Shredder swung his blade at where he once stood. The Shredder stopped momentarily as he saw the Ben at his right begin to duplicate around him. In mere seconds, Shredder was in the middle of circle with ten of Ben's duplicates surrounding him.

The Shredder took the time to analysis each of his opponents duplicates. The smirks on their faces made him want to burst out in anger. Rather he silently looked around them and noticed how they weren't attacking him. He soon came to realization that the teen hero was playing with him and wasn't serious about the fight. The Shredder couldn't hold his patience and anger and soon began to fight them all.

However, as he sent each of his gauntlet blades at the duplicate, each one of them turned to mist as a result. He became angrier with every strike and soon lost concentration of how many he was attacking. Eventually, exhaustion took over and he b began to pant. All around him, no Ben duplicate was around. He was pleased and more relief of what he had done.

But then he felt a finger tap his shoulder. Immediately, his strength returned as he turned behind him and sent fist straight at Ben. However, his fist passed through a hole in Ben's stomach. Before he could react, Ben sent both his glowing hands at his helmet and sent a surge of ecto energy. The energy immediately spread all over Shredder's body, causing the villain to feel weakened and then falling to the ground unconscious.

With the Shredder down, Ben smiled proudly to himself. He then heard footsteps and turned behind to see the Ninja Turtles back on their feet with Casey and April standing with surprise expressions on their faces.

"You took down the Shredder." Donnie said, a smile on his face.

"That totally cool!" Mikey exclaimed excitedly.

"I could have handled him." Raph scoffed, though a smile came to his face.

"Sure you could." Casey said sarcastically as he patted Raph back.

Leo walked forward to Ben and smiled proudly at the hero, "Thanks, Ben. We had a lot of close calls, but you just took him easily."

"It was nothing. I was only…" He began to talk about himself, when he noticed Leo walking to the unconscious Shredder. He silently watched the ninja turtle make his way to the villain and he was horrified of what Leo did next. Leo raised his katana in the air, ready to strike down on the Shredder. Realizing what was going to happen, Ben dashed at him in light speed and held his hand, "What are you doing?!"

Leo turned to Ben and gave him a sure look, "I'm finishing this while I can."

"No you're not." Ben said with a serious look, "Not while I'm here. I may not know about ninjas, but there isn't going to be any murder while I'm here. Now you're going to put down you're weapon and leave The Shredder for now, got it?"

Leo stared at the hero with an angry glare. He couldn't understand Ben's behavior. While he wasn't a murderer himself, Leo knew to take the Shredder out before things could get worse. But as he stared into Ben's ghostly green eyes he found innocence. He could understand the boy believed in justice, equality and fairness within him.

With a sigh, Leo's anger dropped, "Fine." He then let a smile crept on his face, "You're really a good kid, Ben."

Ben nodded and Leo walked to the rest. As expected, his brothers were confused at what happened. But after a little explanation from Leo and Ben, The turtles, Casey and April understood, though Raph was a bit angry about it.

However, any further discussion was interrupted as Ben and Leo tilted their heads behind them. The others followed their gazed and tensed at who they saw. Karai was walking towards them with a smile on her face. Upon seeing her, the turtles, Casey and Ben got into fighting stances. But Leo was different as he walked to Karai with a smile.

"So do you finally want to fight with us?" Leo asked.

Karai shook her head, "No, Leo. However, I want to thank Ben."

By hearing his name, Ben dropped his stance as a questioning look came over, "Why? Aren't you going to attack us?"

"Like, I'm going to be a match against four ninja turtles, two teens who know how to defend themselves and a kid who can turn into creatures with a press of a button. I have different ideas unlike my father. Thanks for sparing my dad, Ben…."

"Tennyson." Ben added.

"Well I must be going. Get out of here before the Foot Soldiers arrive." She turned her at them, but then stopped and turned her head to Ben specifically with a smirk, "I hope we meet in better circumstance, Ben Tennyson." With that said, she turned back to her unconscious father.

Ben and the others stared at her before finally coming in conclusion of what happened. Ben then raised his left hand to the air and it began to glowing green. Just like his hand, The Ninja Turtles, Casey and April body began to glow. In less than a second, they were gone in a flash of green light.

They found themselves on the rooftop of a building in New York. All of them were relief to be back to the city, that Mikey kissed the ground in happiness. Everyone thought it was irritating, but shrug it off since he was being himself. Truly, they were really glad being back and hope to go home very soon. However, they were the thought of how Ben knew where they lived, but Ben didn't know. Honestly, he told them that he just wanted to leave Shredder's lair.

After some minor talks and Ben changing back to normal, the turtles and their friends began to lead Ben to the sewers. On their way, Mikey, Donnie and Casey were talking to Ben. Donnie was mostly fascinated by the Omnitrix, Mikey thought Ben was cool and Casey wanted to know him if the kid knew any moves. Eventually, they came to a closed manhole and Leo opened it before they all jumped in.

"This stinks!" Ben commented as he plugged his nose.

"Really?" Casey asked, sniffing the sewer air, "You're nose move be over sensitive."

They soon made their way to a door with a security lock by its side. Donnie typed the codes before opening the door to the lair. As everyone entered, Ben awed at the coolness of the lair. He had never seen a Japenese/Chinese based home and found it amazing even if it had some American features. Donnie and Mikey didn't waste a second as they dragged Ben around the lair to show him everything.

Leo watched as Ben was being by Mikey and Donnie. He could see the fake smile Ben put up and chuckled at it. He knew Ben was probably freaked out by his brothers behavior and didn't want them to know.

"Are you sure we can trust him?" Raph asked, walking to Leo with Casey by his side.

"Sure." Leo smiled, "Now there's only one thing left."

"Which is?" Casey asked with a raised eyebrow.

"Who is going to tell Master Splinter?" Leo concluded.

Meanwhile, Donnie and Mikey showed Ben practically everything in the lair. Donnie showed him some of his inventions and some of the ones he couldn't finish. Luckily, Ben was able to complete most of them with the aid of his alien form Grey Matter. Donnie was fascinated at the intelligence of the alien form and even had Ben fix some inventions that went bust. Mikey on the other hand, showed Ben some ninja moves he could do. However that was momentarily interrupted as the Omnitrix beeped.

"Unknown mutant DNA detected." The Omnitrix then beamed a yellow light that went from Mikey's feet to its head. The light died down and the Omnitrix beeped twice, "New DNA acquired."

"What was that?" Mikey asked, pointing at the Omnitrix.

"Oh, the Omnitrix downloaded your DNA, so now I can become you." Ben answered with an excited grin.

"Awesome!" Mikey and Ben then Hi-fived each other.

However, they were interrupted as they heard a voice call them, "Donatello, Michelangelo bring your guest this instant!" The two turtle brothers panicked, but decided to obey. Ben was curious about the voice, but then was filled in by the two turtle brothers. He gulped at how strict the voice sounded. He didn't want to go, but knew he had to.

Ben, Donnie and Mikey made their way to the sparring section. As they entered, they saw the other ninja turtles, April and Casey sitting in respective positions. And standing in the center with his hands behind his back was Splinter.

"Good day, Master Splinter." Both Donnie and Mikey said as they bowed respectively to their sensei.

"Welcome back, my sons." Splinter welcomed them with a smile, "Please make your way to your brothers; I wish to see the boy Ben Tennyson." Splinter gestured them to the others. Donnie and Mikey gave Ben a confident glance before walking to the others. With the two boys gone, Ben was in full view to the master Sensei.

Upon fully glancing at the boy, Splinter was skeptical about him. Leo had narrated everything Ben could do, but now he needed to be sure himself. If the Ben was what Leo and Raph claimed to be then he might be a great ally or enemy. Splinter said nothing as he causally walked to Ben. The young hero seems calm, but Splinter could see his eyes were shaking in slight fear. He glanced at the watch on the boy's wrist and wondered to himself. The watch looked a bit strange, but if ignored of its appearance then it would look like a normal wrist watch.

"I have heard great things about you, Benjamin." Splinter said calmly as he began walking around the teen. He was taking his time to see the boy from within rather than the appearance, "My sons told me you helped them save the others and even defeated the Shredder, is this true?" Splinter didn't doubt his children, but he needed to hear Ben's response.

"Yes, sir." Ben answered straightly.

Splinter then stopped to face his front, "Really? Then where do you come from?"

"From another dimension and from a town called Bellwood."

Splinter nodded, taking everything that Ben told him, "Tell me, Benjamin. If you had the chance to take out the Shredder, will you?"

Ben was hesitant, making sure not to make eye contact with Splinter. He knew that if Leo wanted to kill the Shredder then there's no doubt that their sensei would want to do the same thing, though his method might be different. Finally making up his mind, he sighed as he answered, "No, sir."

"Why?" Splinter asked, still calmly.

"Because it isn't right. My Grandpa taught me to be fair and let justice prevail. If I dare stray away from the good path then I might as well become The Shredder. I've seen a few people, some that are my friend that have fallen to the wrong path. It wasn't easily for them to come back to the light. I may not understand why The Shredder needs to be killed, but I can honestly tell you that I won't kill a villain unless as a last resort."

"Very well." Splinter then put his hand on Ben's shoulder, "Welcome to our home, Benjamin Tennyson. You are welcome to stay as much as you want."

An excited smile spread on Ben's face as he heard those words. Without thinking, he shouted out an excited, "Yes." But then he realized what he did and bowed respectively to him, "I'm so sorry, sir."

Splinter chuckled lightly, "No need to worry, Benjamin. Call me Master Splinter." With that said, he turned from him and walked to another room to meditate. No sooner did he leave that Ben was crowded by his new friends. They began talking to him about how lucky it was, though Leo wasn't worried since Splinter had accepted April and Casey easily. In fact he wondered why Splinter was so skeptical about Ben. Perhaps, it's because of how powerful he told Splinter or the fact that the kid came from another dimension.

However, that didn't matter to any of them. They were happy to have another ally that could help them win their fight to save the world. Then it was time that Ben explained more of his origin and everything about himself. Everyone in the room, expect Ben sat a few meters from him to hear better of his life story. Raph and Casey would have found it ridiculous to be hearing a thirteen year old explain his origins, but having witness what Ben could do they said nothing, but listened. Ben then began explaining from where he got the Omnitrix and his summer adventures with his cousin and Grandpa. His story continued to when he accidently got into the world of Danny Phantom and his battles with the ghosts of the dimension

The Ninja Turtles and their human friends were fascinated at Ben's origin, especially when he told about his adventures with a half ghost kid called Danny Phantom and a buck tooth kid named Timmy Turner and his magical friends. Donnie had his doubts of ghosts, saying that it was impossible, but he later reconsidered as he further thought on the matter. Mikey and April were amazed at the world with cool creatures and Leo and Casey were excited about the fights Ben went through in the universe.

Ben further explained his adventures in a world of Superheroes. At the mention of superheroes, Leo listened to every word Ben narrated. Even Raph and Casey were excited as Ben told them about the villains he encountered. But there were some time that they were sad about Ben mentioning what happened to his friend, Dani Phantom, sister of Danny Phantom. Raph had outburst in anger as he heard the further evil deeds Nefarius had committed. But eventually he calmed down and let Ben continued.

After a long explanation of his adventures, Ben was finally done. The Ninja turtles and their human friends were silent as they processed everything. But then Mikey interrupted the silence as he sprang up from the ground with an excited cry.

"That's awesome!" Mikey exclaimed happily,

Leo stood up from the ground along with everyone else, "His right." Leo said as he walked to Ben, "For a younger teenage kid, you're really strong."

"Yeah yeah yeah." Raph scoffed, "I'll like to try him out myself."

Ben smirked at Raph, "Ok, dude. But don't cry when I totally kick your butt."

"Oh it's on." Raph glared at him. He marched with the young hero with his hands clutched to fists, "You and me. Fight next dawn."

"You're on, dude." Ben replied.

Casey snickered, "Well that's money I'll spend to see."

"Ok, guys time to go." April stepped in, interrupting the tension from rising, "It's getting late and Casey and I have to leave." As she mentioned, she grabbed Casey's wrist and began dragging him away. The young black haired teen didn't complain or protest as he knew she was right. An hour or two had passed since they arrived back in New York and listening to Ben tells about his origins.

Before leaving, April and Casey waved to them as they left, "Night, guys."

"Good night!" Everyone except Ben and Donnie said good night. Ben didn't mean not to say anything to his new friends, but his attention was to another Ninja Turtle. He could see a sad look on his face that made him wonder why. He was interrupted from his thoughts as a hand shook him from his shoulder. He turned behind him to who interrupted him and saw Raph.

"Better get some sleep, Ben. You'll need it tomorrow." Raph told him before walking away to his room.

The rest of the turtles said their good night before departing to their various rooms. Ben was allowed to share a sleeping bag in Leo's room, though he was given the choice to sleep on a bed. He wasn't bothered sleeping in a sleeping bag and he didn't want to feel like a burden to the Ninja Turtles and their father/sensei, Master Splinter. Already, he was thinking about Donnie expression and felt sorry for him. It didn't take a love genius to know that he was feeling heartbroken at seeing Casey and April together.

Ben understood Donnie's pain and decided to visit him. When he was sure everyone was asleep, he got out of his sleeping bad and left Leo's room. He was able to find Donnie's room thanks to Mikey and him showing Ben every place in the lair. He carefully knocked on his door, so not to disturbed others. But he didn'y get any response so he began knocking louder and faster.

However, he was too focus on knocking that when the door opened and Donnie head came out, he knocked it.

"OW!"

Ben nervously chuckled, "Um, sorry."

"It's ok." Donnie assured him, rubbing his sour forehead, "So what do you want?"

"I just wanted us to talk."

Donnie looked at him with an unsure look, "Sure….why not. It's not like it's 3am in the morning." However, he was speaking sarcastically. But Ben didn't notice his sarcasm and walked right inside his room. Donnie let out a frustrated sigh as he closed the door and put on the room light. He then turned to see Ben sitting at a chair close to his bed, "What's going on?"

"Just take a seat." Ben said gesturing to his bed.

Donnie knew Ben was up to something. He couldn't figure out what it was, but he sure wasn't going to like it. He decided to listen to him and sat at the edge of his bed.

Ben glance at the Ninja Turtle with a serious look as he began, "Donnie, I notice how you felt earlier."

"Earlier?" Donnie asked, confused.

"Yes. I know you like April."

"Yeah, I like April." Donnie didn't know what Ben meant.

"I know you like like her."

Donnie's eyes widened as he realized what he meant. He was then sweat nervously as he smiled nervously, "What? No way. I'm just…."

"Hiding the pain to yourself." Ben concluded to his words, "Anyone, even a toddler can figure out you like her."

Knowing he couldn't hide it, Donnie slump his shoulders as a frown appeared on his face, "Yeah, you're right. I'm even surprise Leo or the others hadn't come to comfort me yet. I just feel jealous anytime Casey is around and it sickens me sometimes. I'm not even sure April and Casey are really that close."

"Sorry to hear that. I know how it feels being jealous and hurt."

"Really?" Donnie asked with a raised eye brow.

Ben sighed, "Yeah. There was the time Timmy and I were in love with Dani, though I never noticed he liked Dani the same way I did and there was the time a girl I fell in love with only thought of me as a pet."

"You don't seem sad."

"I was." Ben let a smile crept on his face, "But an alien princess friend of mine told me to forget about the past and focus on the future."

Donnie was taking what Ben was telling him, "So should I forget about April."

"That's your choice, Donnie." Ben replied, getting off his seat and still looking at him, "You can just tell her how you feel or be happy for her and live for the future." Then he walked to the door and left the room.

Donnie sighed as he glance at the door Ben left, "I hate it when people do that."

************************************************** ************(LINE BREAK)******************************************** ********

The next day, the sun shined brightly in the sky to signify another morning. The people of New York were happily going through their normal businesses. Meanwhile, beneath the city and in the sewer was the home of the Turtle Ninjas and their sensei/father, Master Splinter. And at the moment they were welcoming their new friend, Ben Tennyson as he and Raph prepared to fight each other.

"You don't have a chance, Ben." Raphael smug at the hero as he stood in a fighting stance.

Raph and Ben stood at the opposite side of the sparring mate as they got ready to fight. The other Ninja Turtles sat at a safe distance with Master Splinter watching. Splinter wouldn't allow any of his sons to fight a human, except Casey. But he wanted to see the power Ben wielded along with his sons. When he had left Ben and the others to meditate last night, he listened to every part of Ben's life story. He was amazed and intrigue at everything he went through and had no doubt that Ben could handle Raphael.

Ben snickered as he began fiddling the watch, "Keep dreaming, Raph. I'm about to kick your butt. It's hero time!" He found the alien he wanted and immediately slammed the face. Immediately, he was engulfed in green light that washed over his body. When the light died, standing in Ben's place was a nine feet tall alien tiger with orange fur and black stripes, a claw coming out of each wrist and no tail.

"RATH!" The alien shouted in anger. There seem to be a small breeze that blew around the room from Ben that touched everyone. Mikey shivered through his teeth before falling unconscious from slight freezing and seeing Rath.

"You think you can beat Rath, Raphael of the Ninja Turtles! Well think again, cause Raph is going kick your butt! Wait….do you guys even have a butt?" As response to Rath question, Donnie and Leo glanced at each other with a questioned look before looking back at the upcoming fight.

"Seriously, Ben. That's your greatest form." Raph snickered, bringing out his Sais and got into a fighting stance, "Then let's rumble." Raph then charged at Rath and began swinging his sais against his opponent. Rath was quick as he dodged each other his attacks, but then Raph sent a round house kick to his stomach. Rath was sent flying backwards, but still stood on the ground.

"So that's how you're playing!" Rath growled at him, "Then you're about to face Rath's greatest hits." Quickly, he dashed straight at Raph and threw an uppercut, "Swing puncher." The blow made contact with Raph's jaw that he was sent flying across the room.

However, that attack wasn't enough to put Raph down as he got back to his feet, "This is gonna be fun." Raph chuckled and charged at Raph. The Ninja Turtle got to Rath fast, jumped forward at him and delivered an air kick to Rath's jaw, "Turtle cannon kick!" Then he delivered multiple butterfly kick to his chest causing Rath to stumble backwards from each kick. He then got back to the ground and performed a sweep kick that sent Rath to the ground.

"Wow! Did he just beat Rath?" Mikey was wide eyed.

"Well actually…." Leo cringed his teeth at the next scene that happened next, "Nope he just got thrown away."

True to Leo's words, Raph was stuck to the wall that it had a few cracks. The Ninja turtle moaned in pain from the sudden attack. He certainly wasn't expecting it as it was too fast for him to react. One moment he was standing triumphantly on Rath, the next he's thrown against a wall.

"WANT TO GO AGAIN!" Rath yelled angrily as he stood.

Raph shook over the dizziness he was feeling and got off the wall. He then picked up his sais from the ground and looked at Rath with a serious look, "Ok. Now I'm mad." He then got back to the fight and began throwing rapid kicks and blows to Rath. He was fast enough to dodge Rath's counter attacks and then swung his sais to scratch Rath's wrist. Then he delivered a swift roundhouse kick to his side that caused him to stumble backwards in pain, "So had enough?" Raph said with a smug look.

"Let me…tell…you." Rath tried to say but was too exhausted. He couldn't stand due to exhaustion and fell to the ground.

"I thought so." Raph put back his Sais and began walking to the unconscious Rath.

Leo and his other brothers were surprise at what happened. Mikey's mouth was wide open as saliva began running down, Donnie was trying to utter a word and Leo just looked dumbfound. But their father was nothing like them. He seems to be watching Raph move to the defeated Rath, like he knew something was going to happen.

Raph then triumphantly put his right foot on Rath's back as he snickered down at Rath, "What's the matter, big guy? Is the tiger finally down or is the big cat…or should I say the kitty cat finally down."

"KITTY!" Rath's right eye snapped up with an angry glare.

The next thing Raph knew was being sent flying through a sparring room wall. His body lay on a large pile of demolished wall and imaginary birds circled his head. Back at the room, his brothers poke their heads at the massive hole and looked down at their defeated brother.

"Wow." They said in unison.

Rath causally walked next to the three brothers and glared at them, "YOU HAVE A PROBLEM WITH THAT!"

"No." The three brothers shook their heads.

"Good!" He said before slapping the Omnitrix symbol. In a flash of light, Rath was back to normal as Ben, "Now what's for breakfast." Ben smirked.

************************************************** *****(LINE BREAK)******************************************** ***************

Back at the surface aka the streets of New York, Casey was following April to a location she found suspicious. Sometime after Ben arrived she had sensed something strange. Like the air around them had changed for some reason, but she couldn't figure it out. She knew it was her mental powers growing and indicating something, but she couldn't figure out the reason. She decided to ignore it until she and Casey were alone before telling him to follow her.

The next night, the two began following April's mental sense. Casey didn't say anything other than he was getting bored of it. He couldn't talk to April because she was focusing on the exact area her mental powers was. April had earlier told him that she just wanted to see what the problem was before calling The Ninja Turtles to handle the problem.

Eventually, April and Casey stopped at the entrance of a warehouse at the coast line. They could hear sounds of electricity sparkling and also saw from the window above them constant green flashes. They knew something was wrong and decided to investigate further…well Casey decided to go anyway and April had to follow, to keep him safe.

"You know we could get captured right?" April asked him, an attempt to convince him.

"Yeah, I know." He replied like it was an average question. He began hiding behind a few pillars and abandoned machines as he advanced forward to the cause of the sounds he and April were hearing. April had no other choice, but to follow his moves. The two soon came upon a giant machine that was hard to describe. They hid behind a big rock and got better view of someone standing above the machine.

"I know you're there?" The person said, not even turning back to look behind them.

Before April and Casey could react, tentacle plant wrapped around them and lift them off the ground. The two tried to fight, but all attempts were futile. April traced the tentacle plants, wrapped around them and saw the source.

"Snakeweed." April snarled at the mutant.

She and Casey then noticed the figure walking towards them.

"Who are you?" Casey demanded.

The figure revealed himself to their view.

"Let me guess, a mutant?" April asked.

"No, I am the most brilliant being in twelve universes. I am Dr. Physcobos." Then he began laughing as he turned his back at them and stared at his machine, "And you, April are my special human guinea pig."

April and Casey glared at the evil physco alien as he began activating his machine. Unknown to Dr. Physcobos, April reached into her pants side pocket and brought out her phone. She then pressed a button, hoping that her friends will get it.

************************************************** *********(LINE BREAK)******************************************** ***********

Back at the lair, the turtle were busy with their various thoughts of fun. Leo was watching his favourite TV show, Raph was leaning against a wall far from his brothers and Mikey and Ben were plying pool table.

"BOOYAH!" Ben exclaimed excitedly.

"How could you beat me ten time?!" Mikey shouted wide eyed.

"Actually it was fifteen, but who's counting?" Ben told him excitedly, "Besides, I kick alien butts like there's no tomorrow."

Mikey slump his shoulders as he pouted with no words to say.

Suddenly, Donnie ran into the room urgently. There was the look of distress on his face that told everyone that something bad is about to happen. They all waited for Donnie to stop panting before he could finally speak.

"April is in trouble!"

************************************************** ************(LINE BREAK)******************************************** ********

After Donnie told them the urgent signal April sent, the Ninja Turtles and Ben rushed into the rescue. They got out of the sewers, fully ready to the upcoming battle and began leaping from building. Ben was able to keep up with them due to his training by Maddie Fenton and Robin of the Teen Titans. It had gone to the extent that he knew how to fight and could run faster than he used to.

In less than a few minutes, the Ninja Turtles and Ben made it to the warehouse. As they stood at the entrance, the Omnitrix began to beep rapidly which attracted the attention of others.

"What's your with it?" Leo asked in a serious hushed tone.

Ben tried slapping the watch face, but the beeping still continued, "I don't know. You guys go without me, I'll be right behind you."

"Ok. Good luck." Leo replied before motioning for his brothers to follow. They left Ben and began jumping off some large piles of card board papers staying at the front. The two were able to get to the windows and slipped into the building easily. Then by the ceiling, they began walking on the iron holding the entire ceiling. They were careful not to make a sound and soon came upon the large machine that stood below.

"What's that thing?" Donnie asked, surveying the machine to figure out as much as he could.

"Well, I'll tell you when I turn into you." Raph joked.

"Silent!" Leo shushed them in a low tone, "We have to find April and Casey."

Mikey opened his mouth to say something, but a familiar and gruesome voice was heard, "While don't you come and find out!" Quickly, the Turtles jumped off just as a plant tentacle burst at where they once stood. While landing to the ground, they got ready for a fight as they brought out their weapons before they finally landed on the ground to face their opponent, Snakeweed.

Immediately, the Ninja Turtle and Snakeweed engaged in battle. Snakeweed sent much of his rage tendrils and plant claws at the ninjas. But The Ninja Turtles were quick to either jump out of the way or over the attacks. Leo and Raph began heading straight for Snakeweed stomach, while Donnie and Mikey took to the air by jumping of some cardboard and other abandoned machines around. However, it wasn't a total success as Snakeweed caught the two airborne and threw them away, leaving Leo and Raph to fight off the twelve foot mutant plant.

Due to the force of Snakeweed's throw, Donnie was sent crashing to the ground, a few meters from Casey. The black haired teen was tied to a pole by plant vines, securing him tight to the pole. But seeing his friends in danger, Casey dug into his side pocket and brought out a knife, "Good thing I always bring this." He said to himself as he began cutting the vines. He successfully caught the vines off him and it fell to the ground. Casey then glanced at his fallen friend and began running to his aid, however he was interrupted by a scream.

"Someone help!"

"April!" Casey shouted, urgently turning to the machine that held her. He only hoped that Donnie was fine before running to the machine. He got a better view of the machine and saw April trapped inside a green glass cylinder tube holding her. The top of the machine seem to be a giant satellite dish and benath it was a large circular glass glowing. Then lastly was the foundation which was a metal wall with green glowing spheres on them.

He ran as fast as his legs could to save April. But before he could a blue lightening blasts blasted right before him. He turned to the direction of the blast and faced Dr. Physcobos and three mechanical blue humanoid robots.

"You incompetent humans have a mockery of me for far too long." Dr. Phsycobos said out of anger. Then he clicked his claw and the robots charged at Casey. The first one threw a punch at him, but he ducked down and sent his knife straight at the robots's chest. The robot sparked some electricity before it fell down. Casey then stood and moved backwards just as any other robot was throwing rapid and fast blows at him. He tightened his knife and leapt ten meters from the robot and then swiftly threw the knife to the chest, causing the robot to explode entirely.

Having done with the robot, he began panting. However, a robot landed right behind him and pulled out a gun. Casey turned behind him to see the robot and was too frozen to do anything. He knew just one trigger would end his life and if he tried moving the robot might decide to shoot. He then slowly rose up his hands in a surrender position.

But just then, a large Bo staff barged through the back of the robot. The robot looked at Casey chocked before finally deactivating and shutting down.

"Need a little help?" The cause of the robot defeat was Ben.

Casey put down his hand and smiled to his friend, "Yeah, I do. Besides where have you…."

"DUCK!"

"Duck? Where is…."

"No! not that duck. Duck." Ben urgently dashed at Casey and pushed both him and himself to the ground. The two were able to escape just in time for a lightening blast to shock one of them. The two then crawled their way to a mechanical disabled car nearby and looked over to Dr. Physcobos. He was heading towards them with every intention to kill them.

"Ok that must be Dr. Phycobos." Ben said to Casey.

Casey stared at him with a sarcastic look, "Really? I thought he was a dinner crab."

Both boys ducked down just as another lightening blast was sent at them. Ben then began fiddling with the watch, making an alien hologram to pop up. He then twisted the dial, looking for the right alien before finally resting on Brainstorm.

"Time for Dr. Physco to fight his own species." Then he slammed the watched, covering him in green light in the process. His body grew into a large and bulky form before the light died down to reveal his alien form.

However, Dr. Physcobos already got to where they were hiding, "Now you two shall pay the price for…" He stopped his rant just as he came over to see no one, not even Ben or Casey.

"Looking for us."

Doctor Physcobos turned to the source of the voice to find Casey running at him. His shell head opened to reveal his brain and he began firing ligtening blasts at the teen. But Casey was quick as he maneuvered away from the blast, then leapt forward to the air and delivered an air kick at Dr. Physcobos. The mad alien scientist was sent flying backwards. As he landed on the ground, a strange alien with the Omnitrix symbol on his chest snickered. The alien is a slim, but muscular Sasquatch-like alien with black and yellow fur and greens eyes yellow lightening looking horns.

"Bye bye, crab face." Then alien said before throwing a punch down at him.

"What alien is that?" Casey asked as he ran to him.

The alien looked at himself and shrugged, "Beats me. I guess this is another new alien, I wonder what he can do." He clutched his fists and could feel electricity racing from his shoulders to fist, "Cool. I'll call him Shocksquatch."

The sound of April screaming brought them back to the situation. Alarmed, they turned the captured April and stared horrified of what happened. The tube that April was held in pulled her upwards to the circular glass part of the machine. Quickly, they began racing to the machine as much as they could. They leapt upwards to the thing that held April.

"We'll save you, April!" Casey shouted as he ran to the glass. Unfortuantely, he didn't expect making contact with the glass. He then turned Ben, "C'mon use that electricity to blast her out of there!"

Ben nodded as his hands began to charge, "Sure thing." He ran to the glass, fist raised in the air as he got ready to punch it. He threw his fist but rather than breaking it, his hand passes through changing back to his human hand. Ben fell inside as a result and found himself back to normal. He got back to his feet and turned to Casey who stood outside, "Don't worry, I got this!" Ben was shocked and surprise that he was back to normal. The Omnitrix didn't change him back and he definitely didn't change himself back.

But at that moment he shrugs those thoughts as he turned to April. He got the surprise of his time in the new dimension at what he saw. April was floating in the middle of the place, eyes closed and a strange energy surrounding her. Ben ran to her aid, not sure of what to do. The Omnitrix began to beep rapidly as he got closer to her, but Ben ignored it. He reached his hand to her wrist and felt a powerful energy racing through his body. He screamed out in pain and tried to pull out. However, he could not and soon April began to scream in pain.

Outside the machine, The Ninja Turtles were still fighting Snakeweed. Donnie and Mikey were held by Snakeweed tendril and Leo and Raph were fighting off his approaching plant claws. But as two familiar screams occurred, everyone turned to the machine. They could the machine glowing brighter and brighter as cracks appeared on it.

Snakeweed gritted in teeth in anger, "That foolish crab failed." He threw Mikey and Donnie to the ground, "I'll get you for this another day." Then he entered the ground, leaving a huge hole in his place and the Turtles facing the current crisis.

Quickly, they began running to the machine with every speed they got. They successfully jumped on the platform Casey stood.

"What's going on?!" Donnie asked, terrified of what's going on.

"It's Ben and April!" Casey pointed inside the machine, "Something is going on and I don't know. We gotta save them!"

Both Ben and April were still screaming in pain. The energy sourrounding them was growing fast that they were covered in green light. Donnie ran the glass, but couldn't do anything. He tried punching the glass, but to no avail.

Leo calmed himself down to think. He couldn't find anything that they could do and sighed sadly, "We have to leave now!"

"WHAT?!" Everyone exclaimed.

"You heard me! They're about to blow the entire place!"

"But what about April?" Donnie couldn't believe what his brother was saying.

A regretful look crossed Leo's face, "I'm sorry everyone. But we have to." With that said, he ran off. Mikey and Raph took a final sad glance at April and Ben and ran off with their brother. A tear fell down Donnie's cheeks before he ran off with Casey following him.

The Ninja Turtles and Casey ran towards the entrance and got out. They didn't stop running until they were a few meters from the warehouse. With horrified and terrified looks, they looked back at the warehouse as it explode to multiple pieces.

Donnie cried out, "AAAAPRRRRILLLLLLLL!"

************************************************** ******(LINE BREAK)******************************************** **************

Meanwhile, at Shredder's HQ

In the Shredder's office, he sat behind on his chair as he stared into space. He thought about everything that happened and the boy, Ben Tennyson. At the thought of the brown thirteen year old, he gritted is teeth in anger and let out a growl. After the whole fight, he had woken up from unconsciousness a few hours ago. He was mad, angry and furious that he had the Ninja Turtles, only for them to be free because of Ben.

The sounds of footsteps interrupted him from further thoughts. He looked at his two minions, DogPound and FishFace and grew angrier, " We had the Turtles in our graps! And you two dare interrupt me!"

"You should listen to us if I were you." DogPound smirked. Shredder was slightly surprise at what he heard. Never had DogPound spoken back against him because of fear. Then it occurred to Shredder as he saw DogPound's eyes bloody red.

"Who are you?" Shredder said, keeping a low and threatening voice.

DogPound fell to the ground just as a figure flew out of him. The figure then floated in front of Shredder's desk and revealed himself to him. The figure was a ghost like vampire with a large cape attach to his top back, black hair in the shape of the devil's horns and bloody red eyes.

"I am Vlad Plasmius." The ghost addressed himself and then gestured to Fishface, "And my accomplice is Malware." The machine legs holding Fishface fell to the ground just as Malware came out and revealed himself.

Shredder still stood calmly. He wasn't afraid of them, but rather intrigued. For the past few minutes he hadn't received an alarm of intruders meaning that his defenses were down. But to him it didn't matter. If he showed fear then he knew that this two being will take advantage of their victory on him.

"What do you want?" He asked as he got off his chair.

Malware walked next to Vlad and brought out a circle disk, "Nothing that you have, human. Now listen to this." He then pressed the top and the hologram of Nefarius appeared.

"Hello, Shredder. I am Nefarius and I've heard a lot about you. I heard about you're battle with Ben Tennyson and I believe you and I have a common goal. Now you might be wondering why should help, but think of it this way. I have complete control over you're Headquarters, if you try activating the alarms it would be futile and I have your daughter held. But I'm not that merciless to my new allies, so think of it this way. Join me and we'll get your revenge on both Ben Tennyson, the Ninja Turtles and their Sensei."

The hologram deactivate as soon as it was done. Shredder stared at the two being before him and laugh sinisterly. Vlad let a smirk crept on his face, knowing what the laughter meant.

He brought out his hands for a hand shake, "So is that a deal?"

"Yes." Shredder accepted the handshake, "It's a deal."

************************************************** **************(LINE BREAK)******************************************** ******

His head hurt. It was like it was throbbing and probably was minor. He felt, exhausted and wanted nothing but to sleep for a long time. However, light began leaking through his eye lids, making him confused. He was too tired to consider a lot of things, but he couldn't ignore the light. It was bright and he could feel relief. So with a moan escaping his mouth his eyes opened.

The first thing Ben came to see was a familiar sight. For a second he thought everything wasn't real, that he was back on his home bed and would wake up to Gwen barging in his room and telling him to get up. He never thought he would miss his cousin, but he found that wrong. There was a lot of things he regretted and wanted to tell his family how much he loved them.

But he wasn't going to do that. Not while he was in another dimension. His eyes were blurry before he finally came to the sight of Mikey sitting by his leg side. Ben noticed tears on his cheeks and wiped it away, not wanting anyone to ask questions.

"Dude, you're awake!" Mikey exclaimed happy. He then turned to the otherside and shouted, "Everyone Ben's awake!" No sooner, the sound of rushing footsteps was heard as Leo, Donnie, Raph and Casey came. There were soon the sounds of happiness and joy as they all grouped around Ben. Leo helped Ben to his feet, while Donnie checked for further injuries. Raph just stood with a smile on his face and Casey gave him a bro hug.

Ben appreciated them and pulled himself from them, "Thanks guys. But where's April."

"Oh, she's dead." Mikey answered with a smile.

"WHAT?!" Everyone, beside Mikey shouted. Then Raph, Donnie and Casey punched Mikey.

"Don't worry I'm alive." A familiar voice said as she came closer. April revealed herself at the doorway with a smile on her face. Then out of joy she ran to Ben and embraced him in a hug, "It's great you're alive. I'm so sorry about what happened." Ben stared at April's face and saw she was worried and concerned about him. Clearly she blamed herself for the incidence.

"Don't blame yourself, April. I was willing to save you and I knew the risks. I'm already facing a physco lunatic powerful villain. I can handle myself." Ben informed her as he stared into her eyes. He could still see that she was feeling better as her eyes met his.

"Thanks." April smiled at him.

Then a curious question pop on to Ben mind, "How did we survive anyway."

Donnie answered, "I'm not sure. We went to the remaining of the building and found you guys deep within. The strange thing is that both you and April were unharmed. So we brought both of you hear and you've been unconscious for three hours. April woke up an hour earlier."

"Ok, guys!" Mikey exclaimed as he rubbed his shoulder, "It's time to…."

"Leave." A voice interrupted in the air. The Turtles and humans were quickly alarmed as they looked around for the source of the voice. Then a flash of blue light occurred at the other side of the room. Everyone turned to the source of the light and saw a man with a blue lab coat, khaki pants and goggles on his fore head.

Leo and his brothers brought out their weapons as they got into fighting stance. Ben recognized the man and walked defensively in front of the brothers, "Don't worry, guys. That's Professor Paradox."

"Hello, Ben." Paradox said with his usual genuine smile, "And I can assume you're Leonardo, Donatello, Raphael and Michangelo. And the two others are Casey Jones and April O' Neil."

"Wow. How did you know?" Mikey asked, amazed at the time walker.

Raph groaned frustrated and he sent a fist to the top of his head, "His a guy that goes through time, Mikey. Keep up."

"Leave young Michelangelo alone. He may seem like the smartest among you, but he will have his days." Paradox then began walking to Ben, "But as much as I would love to hint everyone about their futures It's time for young Ben to leave."

"Leave?" Mikey and Raph said wide eyed, while the others gasped.

Ben sighed sadly as a frown came over his face. He had forgotten to tell them his stay was short, "I'm sorry guys." Ben said as he turned to them, "I totally forgot about it."

"So you're leaving?" April asked.

Ben silently nodded.

Paradox decided to step in from there, "It only seems that way, but not entirely."

"What do you?" Donnie asked.

"You only see this as the last, but it's not the end. Think of this as the beginning. I brought Ben here for a reason; a reason that will be revealed to him when it's time. You all have created a bond to each other, a bond that will last for the rest of your lives. That is if you're capable to handle what is coming."

"And is that?" Leo asked, seeming determined to find out.

Paradox waved his hand at him, "Sorry but I can't tell you. I'm only here to take young Ben to another dimension." He then looked back at Ben, "I'll give you some time to say your goodbyes." Then he walked away from the group.

The moment Paradox left, Ben was embraced by April in a hug. She let go of him just for Leo to give him a brotherly hand shake. Mikey and Ben fist pump each other and Casey and Raph each other at the back. The Turtles gave warming smiles at Ben, showing how grateful they were. April bent down to his level and gave a kiss on his cheek.

"Goodbye, Ben." She whispered to his ear, though everyone still heard it.

"Go kick Nefarius's butt." Raph told him with a bold look.

"We'll be cheering for you." Leo smiled at him.

Ben smiled brightly at them as a tear fell down his cheek, "Thanks guys for everything. As Paradox said; this isn't the end, it's only the beginning." Ben turned back at them and began walking to Paradox. The time walker was waiting with a smile on his face as a blue portal appeared at his side. Ben was about to walk in when Donnie suddenly shouted his name.

"I got you some stuff." Donnie gave him a sword, "This is something I've been walking on. It's the T-blade, made from a few Kraang technologies."

"Thanks, dude." Ben said as he accepted the sword. He then lowered his voice so Donnie could hear, "Remember what I was talking about." Then with a final appreciated smile at his new friends, Ben jumped into the portal.

"Before I go, I have something to say." Paradox said as he turned to the turtles. The smile on his face immediately wipe off as he now stood with a serious look, "Beware the mutant; beware the mutant that walks, lives and seeks destruction." A smile came upon his face, "Goodbye." Then he walked into the portal and it disappeared.

There was a moment of silence before Raph interrupted.

"That guy is strange."

"True to that." Mikey agreed.

Leo however glared at them with a serious look, "But he might be right. We should listen to his warning."

"But still his strange, right?" Mikey asked.

"Yep." Leo smiled.

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Me: Well that ends this part of the series. I hope you all enjoyed the story. If you're wondering if April and Ben have some kind of romance then you're wrong. They're simply friends and that's it. Also, April still has her mental abilities, but it did something to Ben and I won't reveal it. As for Parado's warning, I'm not really sure myself. I heard read about something that will happen in the season two and decided to put that warning. Just note that the warning might or might not happen in season two. Now to the reviews.

REVIEW REPLIES

krikanlo: Thanks for reviewing. This story has its importance and might be revealed in the crossover with The Powerpuff girls. Sorry for the mistakes, it's not easy writing a chapter over 6,000 words.

Ben10 Madness: Great! Glad you liked the chapter.

Garrett4976: As you already know by now, FishFace only made a cameo. I won't make any promise that he might appear in the next crossover.

Guest: I'm very happy you liked it. I hope you found the fight with Rath and Raph very funny.

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Me: Well that's all for this story. The next crossover is with the Powerpuff girls and some other cartoonetwork characters. If you want to know what will happen then check out the sneak peek and review. It might have more characters in it like Johnny Test, though I'm not sure how I'll fit him, but we'll have to see if I succeed. Please review, I would like to know what you think of this chapter. Nice reviews will be accepted, but flames shall be crushed and flamers will be haunted.


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